Notarized Legal MOU

NOTARIZED MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding ("MOU") is made and entered into on this day of , by and between Party A: , with principal address and Party B: , with principal address (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A has expertise in and desires to collaborate with Party B for the purpose of ; and

WHEREAS, Party B is willing to cooperate with Party A on the terms set forth herein, including the exchange of certain information and the allocation of responsibilities necessary to accomplish the foregoing purpose; and

WHEREAS, the Parties intend that this MOU set forth the principal terms of their mutual understanding and provide a basis for further definitive agreements, if required.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PURPOSE

The purpose of this MOU is to set forth the Parties' mutual understanding concerning . This MOU is intended to memorialize obligations that are preliminary and may be refined in a subsequent definitive agreement.

2. SCOPE OF COOPERATION

The Parties agree to cooperate and coordinate their activities as necessary to achieve the Purpose. Specific activities to be undertaken by each Party are described below.

3. TERM

This MOU shall commence on the effective date set forth above and shall continue in effect until unless earlier terminated in accordance with Section 4. Either Party may terminate this MOU upon thirty (30) days' prior written notice to the other Party.

4. COSTS AND EXPENSES

Each Party shall bear its own costs and expenses incurred in connection with this MOU unless the Parties expressly agree in writing to the contrary. If any fees or third-party costs are anticipated, such obligations shall be set forth in a separate written agreement signed by both Parties.

5. CONFIDENTIALITY

The Parties acknowledge that in connection with the Purpose each may disclose to the other certain confidential, proprietary or trade secret information ("Confidential Information"). Each Party agrees to: (a) hold in strict confidence all Confidential Information received from the other Party; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. The foregoing shall not apply to information that is or becomes publicly available through no breach of this MOU, is independently developed, or is required to be disclosed by law, provided the disclosing Party gives prompt written notice to the other Party to permit a protective order or other remedy.

6. INTELLECTUAL PROPERTY

Except as otherwise agreed in a separate written agreement, each Party shall retain all right, title and interest in and to its pre-existing intellectual property. Any intellectual property developed jointly by the Parties in the course of performance under this MOU shall be owned as mutually agreed in writing. Absent a written agreement, joint ownership shall be subject to a separate negotiation and grant of licenses sufficient for each Party to exploit jointly developed results for the Purpose.

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this MOU, negligence or willful misconduct in connection with the performance of its obligations hereunder.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR RELATING TO THIS MOU, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES PURSUANT TO THIS MOU DURING THE PRIOR TWELVE (12) MONTH PERIOD.

9. NOTICES

All notices under this MOU must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section. Notice shall be effective upon receipt.

10. AMENDMENT; WAIVER

This MOU may be amended, modified or supplemented only by a written instrument executed by both Parties. No waiver of any right under this MOU shall be effective unless in writing and signed by the Party against whom enforcement is sought. A failure or delay by either Party in exercising any right shall not operate as a waiver of that right.

11. COUNTERPARTS

This MOU may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned signatures delivered by email) shall be binding.

12. GOVERNING LAW

This MOU shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

This MOU constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

14. SEVERABILITY

If any provision of this MOU is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

15. NOTARIZATION

The Parties acknowledge that execution of this MOU may be acknowledged before a notary public. The Parties further agree to cooperate and appear as necessary to effectuate a notarial acknowledgment for recording or evidentiary purposes. The form of acknowledgment to be used is set forth in the Notary Acknowledgment block below.

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